Heroes Forever
by Scuta5
Summary: In 2012, Tony Stark and Hank Pym created a sentient robot called: Ultron. To continue the work of the heroes who grew too old. But something changed in Ultron, and he saw humanity as an imperfection. Many heroes tried and failed on trying to stop Ultron. Now Ultron rules Earth with the machines he took control of. Who can reclaim Earth back from Ultron? Who can save us all?
1. And Then There Were 10

Heroes Forever

New York City. 7:15 AM. Month: March. The Year is 2012.

A gentle breeze blows in the once noisy city. No sounds of people going to work, or hanging out with friends, or family. Paper traveled with the wind. Many cars parked. Most of them rusted from the rain, and dirt covered the windows. They have not been used in a long time. In the middle of Central Park, a blue transparent worm hole, appeared a few inches off the ground.

A sixteen year old stepped out of the worm hole, and looked around. Seeing the desolation of this once prosperous city. The teenager had blue pants, a green jacket with the number "10" on the side, and a device attached to his wrist. This teenager has been transported to another world once before. And this one was very much like his own, but felt different.

The teenager's name is: Ben Tennyson. The device upon his wrist, was an alien device called: The Omnitrix. It's a device that was created to help one, have a better understanding of any specie. It enables the wearer, to become any alien imaginable. Ben used it, though, for a different reason. He used the alien forms for good, and became a hero. He obtained the Omnitrix when he was ten years old, and has had it ever since.

"Hello? Anyone out there?" Ben called out. His words echoed off the wall, and it ended in an eery silence. It made him feel uneasy. Ben needed answers as to where he was, and as to why. "Paradox?" Ben called out, wondering if he was there at all. Paradox is a time/dimension traveling friend of his. To Ben's disappointment, no response. So. Ben decided to walk, and perhaps find any clues. A few moments later, Ben could hear an approaching vehicle.

He noticed, as soon as he arrived that none of the cars have been used for some time, and this too, made the teenager feel uneasy. To Ben's relief, he could see it was a police car. Ben stood to the side, not wanting to be in it's way. As it got closer, Ben realized that no one was driving the vehicle. And imprinted on the side if it were the words: "To punish and enslave."

Ben had a bad feeling about this, and took one step back. The vehicle made a whirring sound, and began to transform. It's parts shifting, and grinding once. It hasn't transformed in years. Ben placed his hand on the Omnitrix, and turned the dial. Not waiting to see if this "vehicle" was friendly or not. Ben pressed a small button on the Omnitrix, and the dial raised, and made a single beeping noise. He slapped the dial down, with his hand, and a flash of green.

In Ben's place, was an alien from the Omnitrix. Ben became the first alien he ever turned into, ten years ago! "Heatblast!" Ben called out the alien form's name. He always gave his alien forms a name. The Humanoid magma-based-life-form, got in fighting position.

Good thing he did, as the vehicle was finished transforming. It was much larger, and had an insignia on it's head. Ben never saw that kind of insignia before. It, like him, was humanoid, but more of a robot machine. The robot uttered a foreign language. A language Ben never heard before. He assumed this was no ordinary robot. He mainly encountered aliens, so this had robot had to be an alien.

The alien robot began to whirl a sharp silver oddly shaped object, and prepared to thrust it toward Heatblast. Heatblast jumped out of the way, and put his arms out, aiming his hands at the robot. Streams of fire shot out toward the aggressive robot, coming in contact with it's metal, but seeming to have no affect.

The fire wasn't hot enough, as it seemed. "Okay...This is going to be harder then I thought." Said Heatblast.

The robot growled, and swung again, with the odd object, and it collided with Heatblast, causing Heatblast to fly backwards and he was thrown into a building. Glass shattered, and debris fell on the sidewalk. Heatblast was lying on his back, but sat up and groaned. Quickly getting on his feet. The pyrokinesis alien thrusted his arms, near his feet, and fire shot out of his hands. Propelling him out of the building, and having him rejoin the assault.

The robot must of transformed back into a police car, and drove away.

"Coward!" Yelled Heatblast. A flash of green, and Ben was back as a human. Ben noticed his arm was scratched, from hitting that building, but it was nothing to worry about.

"What is going on?" Ben asked himself. Wishing for more clarity in the situation.

"I asked the same thing to my self." Said a male's voice.

Ben looked to his left, and saw a person wearing a red and blue suit. The lower half was blue, and the upper was red. The suit had black lines all over it, and on his chest, the design of the lines formed into a spider.

Ben observed the person, and realized that he was settled perfectly on the side of the building. He could walk on walls!

"Who are you?" Ben asked the wall crawling stranger.

"You haven't heard of me? I'm Spider-Man."

Ben has just encountered another hero, and had a small battle with a transforming alien robot. This is just a small part of something much bigger than both Ben and Spider-Man. And they both would later find out exactly what's going on.


	2. Along Came A Spider

I don't own any rights to Marvel Comics, DC Comics, Cartoon Network or Hasbro Characters.

Chapter Two: Along came a Spider

New York City. 6:45 AM. Month: March. Year is 2012.

Spider-Man is swinging through the silent city. The sun hasn't fully risen yet, and he has been looking for answers, as to why he is there. He was transported here. Not sure how, or why. But might as well make the best of it.

While swinging, Spider-Man notices something in the sky. A blue transparent hole appears, and a meteorite shoots out of the hole. A small blaze of fire traveling behind it, and it lands somewhere in a nearby park. Curious, Spider-Man decides to look for it. He could see a small crater, and quickly, he ran towards it.

The meteorite smelled something awful, almost having Spider-Man gag in his mask. The sound of a car driving got his attention, he looked around, trying to see if the car was close by. While Spider-Man was distracted, a black goo, slithered out of the meteorite, and on it's own, it crawled away. Quiet fast as well. It attached it self to a tree, just remaining there.

Spider-Man looked back at the crater, and examined the space rock. He thought to him self, that this was sent here for a reason, but as to why, was unclear. Yet another thing to ponder about.

He groaned in annoyance, but his train of thought was cut short, as his spider sense started to go hay wire. He looked around frantically. He couldn't see anything dangerous. He was confused indeed. All of a sudden a humanoid reptile jumped out of the tree, roaring at him. Spider-Man jumped out of the way, realizing who it was. But the sudden appearance of The Lizard, baffled Spider-Man. He tried to reason with his enemy, but to no avail.

"Connors?!" Shouted Spider-Man.

The Lizard's eyes were black, and seemed to have no soul, no emotion behind them. He figured this wasn't exactly Curt Connors. This worried Spider-Man, and the lizard swiped his sharp claws toward Spider-Man, but missed! Seeing an advantage in Spider-Man's dodging of the first attack, the lizard swung it's tail, and caught Spider-Man off guard. Hitting him across the chest. Spider-Man hit the ground hard, and grunted. He literally had the wind knocked out of him.

"What is with me...I'm losing this fight, to a lizard!" Said Spider-Man, unsure as to why the spider sense didn't warn him of the on coming tail. But he wasn't that fast. This lizard was smart, but Spider-Man was smarter.

The lizard growled, keeping it's eye on Spider-Man, it was in full assault mode, as it seemed, almost circling him. Spider-Man kneeled down, and decided to taunt the lizard.

"Somebody's been a bad lizard. I guess you woke up on the wrong side of the rock." He teased.

The lizard cocked it's head, almost as if it didn't understand what he was saying. The lizard and Spider-Man were about to engage in another fight, but they halted, as a loud crashing noise could be heard in the city. Spider-Man could see fire being fired from something, and he could'nt believe his eyes, as a giant robot was engaged in a fight with a being made of fire.

Spider-Man looked to where the lizard was, but his enemy was gone, as if he wasn't there. Spider-Man soon realized that he left to the sewers, as he saw a large reptile's tail vanish in a man hole.

"This is starting to drive me nuts! The lizard isn't acting like him self...Something isn't right." Spider-Man said to him self. He decided to let the lizard go, for now, he would find him later. And he jumped in the air, using his web shooters, to swing toward the fight between the robot and fire creature.

As soon as he arrived, a police car was driving away, and the fire monster wasn't around, instead there was a teenager with a green jacket that had a number "10" on the side, and a unique device on his wrist.

The kid looked up and noticed Spider-Man. The kid asked who he was, and was dumb founded! This kid had no idea who he was.

"I'm Spider-Man, and who are you?"

The teenager was surprised as well, it seemed that he was to be pretty well known as well.

"My name is Ben Tennyson, and I'm from Bellwood. But this place doesn't look like my world. Almost, but something is obviously off. You are a friendly, right?" Ben asked.

"Yes. So you're a superhero as well?" Spider-Man asked, jumping down, and he landed near Ben.

"Of course, I've saved the world many times." Ben replied.

To Spider-Man it seemed Ben has been a hero longer than he.

"Does S.H.I.E.L.D. Know of you?" Spider-Man asked.

"Shield? Who is that?"

Spider-Man looked up, thinking to him self.

"I am pretty sure S.H.I.E.L.D. Would of showed up already, asking Ben questions. But it was more clear, that this wasn't exactly the dimension they originally came from." Spider-Man thought.

"Never mind." Spider-Man said to Ben.

Ben noticed a group of statues, and he began to walk toward them. Wanting a better look. It looked like statues of superheroes, but no one he recognized. The statues have been there a while. They clearly have been made years ago. Underneath them were the names of said heroes. Some of the names were no longer displayed, due to the age of the statue.

One statue was a man with a round shield, and an "A" on the forehead of his mask.

The one next to the first hero, looked like a robot, and the template read: Iron Man.

The hero next to Iron Man, was a guy with a bow and arrow. But the other statues were destroyed, and making out the other heroes was impossible, but one thing stuck to Spider-Man and Ben. Underneath each of the heroes name, was the word: "Deceased."

Spider-Man knew these people. From where he came from, anyways. And seeing that they were dead, made him feel numb, and very much alone. He fell to his knees, saying nothing. He gently put his hand on the round shield. The round shield had a crack in it. Ben realized that the shield wasn't a part of the statue. It was the offical shield to which ever hero it belonged to.


	3. Autonomous Robotic Organisms

Chapter 3: Autonomous Robotic Organisms

New York City. 8:00 AM. Month: March. Day: Friday. Year: 2012

Spider-Man's mourning was cut short, as a loud boom could be heard above. Ben looked up, placing his hand on the Omnitrix, ready for a fight. Spider-Man got on his feet quickly, and saw what he decided to be unidentified flying objects, falling from the sky. They almost looked like machines.

Four of them fell from the sky. Two collided into building, the others crashed into the ground. Dirt and debris was scattered everywhere.

"What the he-" Began Spider-Man, but the machines that fell to Earth, started to transform.

Ben soon realized that these machines looked a lot like the one he fought before.

The four alien robots, that fell to Earth, gathered soon enough around Ben and Spider-Man.

Before they stood in a circle, they scanned four different vehicles. One of them scanned a Peterbilt 379 Truck. Another alien robot scanned a Rescue Hummer H2.

While the other two scanned a modified GMC Topkick C4500 and a pink Ducati 848.

The robot that scanned the truck kneeled down, and observed Ben and Spider-Man for a few seconds, then he began to speak.

"You must be the legendary, Ben 10." Said the robot.

"Yes, but you're not like any other alien I've seen before. Besides many minutes ago. He was hostile though." Replied Ben, referring to the one that disguised it self as a cop car.

"My name is Optimus Prime." Said the one who scanned the truck. Optimus then looked back at his comrades, then back at the humans.

"We're Autonomous Robotic Organisms, from the doomed planet: Cybertron." Optimus concluded.

"But you may call us "Autobots" for short." Said the alien robot who scanned the Rescue Hummer H2.

"Autobots." Said Spider-Man, to help remember said name. Not that he needed any help.

"How'd you learn to speak english? The one I met, didn't speak any language I could understand." Asked Ben.

"We learned Earth's languages from the World Wide Web." Replied Optimus, while standing near his comrades.

"This is Ratchet." Said Optimus, pointing to the Rescue Hummer H2. Ben and Spider-Man assumed Ratchet dealt with any serious injuries, like a doctor.

"And this is Ironhide. Our weapon specialist." Optimus motioned toward the GMC. Ironhide's metallic hands became gattling guns, and they twirled, as if ready to be fired. Ben stood in awe, in how cool he thought that was.

"And our final member is Arcee." Said Optimus.

Ben and Spider-Man knew Arcee was the Ducati. Arcee must be a female robot, due to how her metal body was shaped. Arcee's voice helped prove that theory.

Ben and Spider-Man greeted the Autobots, and Spider-Man somehow knew that these aliens would have some answers.

"So. Why are you here? You must be here for a reason." Asked Spider-Man.

"We are here because of the Decepticons. They have arrived on this planet in search of The Matrix of Leadership. But a human made machine called: Ultron has taken over most of this planet. And along with it's other machines. Ultron somehow managed to bring some of the Decepticons on his side." Revealed Optimus.

"So, what I fought was a Decepticon." Said Ben aloud, remembering the attack.

"But, it didn't kill me." Ben concluded, unsure on how to take that.

"Optimus. I don't like the sound of that." Said Arcee.

"Nor do I, Arcee." Replied the leader of the Autobots.

"What do they need the Matrix for? What is it's sole purpose?" Asked Spider-Man.

Optimus turned his gaze to the costumed human.

"From what I've learned from what you call the "Internet". Ultron learned about the Matrix, from scanning the memory of a Decepticon, and wants it to get rid of this planet's sun. Thus killing all life in the process." Replied Optimus.

"Ultron wants to destroy Earth?!" Ben exclaimed. Never before has he faced an enemy that wanted to destroy a planet, that it first intended to rule. He has. But nothing to this extreme.

Spider-Man looked behind him, to the statues of the fallen heroes.

"Some humans have tried to stop Ultron. Some I admired. Looked up to. And he killed them all." Spider-Man said softly.

Optimus felt terrible that he and the others didn't arrive sooner, but that was beyond any of their control. He pushed aside the guilt, and walked closer to Spider-Man.

"Their time here, will not be forgotten. Besides...With no sacrifice, there can be no victory." Optimus told them all, but mainly Ben and Spider-Man. For he could tell, they both haven't been in an actual war before.

Optimus then looked around, observing the area.

"I have a feeling we should try and find a safe place to reside. Ultron and the Decepticons could easily get us out in the open."

"They could of easily have taken us out, as soon as we entered the atmosphere. I don't understand as to why they don't kill us all now." Arcee pointed out.

Spider-Man turned his head, and just realized something, looking to Ben.

"Ben, we were being tested. But being tested for what. Is unclear."

"Well, I am pretty amazing. I would have a test run with me as well." Ben said half arrogantly. Ironhide scoffed at Ben.

"Human, this is no joke. War is nothing to take lightly. There is a high chance, that you will die." Said Ironhide.

Ben at first didn't know what to say. He thought of a come back, but at the moment, decided to keep it to him self.

"Ironhide is right, Ben. You have that device on your wrist for a reason. These Autobots seem to know about you. And you have a great power. I suggest using it responsibly." Spider-Man said firmly.

Ben looked at Spider-Man and got right in front of his face.

"You don't know me, web-head. I do take things seriously. It looks like I don't at times. But I do, alright?" Ben replied, a bit angry.

Ben's facial expression softened, and backed away. "Sorry, Spidey..."

During this quabble between Spider-Man and Ben, Ratchet turned to Optimus.

"It seems there is more than meets the eye with these humans, yes?" Ratchet asked.

"I believe there is." Replied Optimus.

And so. A human with spider powers, a boy with an alien device, and four alien robots, have possibly formed a group that could take down Ultron and the evil Decepticons. Only time will tell.


End file.
